


Enter - The Mind Reader

by Eliizabethx



Series: ST - Modern AU [1]
Category: Stranger Things (TV 2016)
Genre: Alternate Universe - Canon Divergence, Alternate Universe - Modern Setting, Canon-Typical Violence, Epsiode 6-8, Season/Series 03, episode rewrite
Language: English
Status: Completed
Published: 2020-03-24
Updated: 2020-03-24
Packaged: 2021-03-01 05:08:55
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 4
Words: 12,342
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/23299864
Author URL: https://archiveofourown.org/users/Eliizabethx/pseuds/Eliizabethx
Summary: This is just me rewriting a bunch of scenes in Season 3 to include my OC - Nora. I'd say most of the dialogue is pretty verbatim from the show since I was more focused on how adding Nora affected the scenes themselves.This is part of a larger AU I've got going, which gets more into the modern setting in other things I'm writing, but I wanted to get these rewrites done. I'm still incredibly pleased with the Starcourt rewrite specifically, which was originally just from Nora's pov, but I got inspired to write Billy's pov after rewatching the episode.
Series: ST - Modern AU [1]
Series URL: https://archiveofourown.org/series/1675615
Comments: 2
Kudos: 4





	1. Chapter 6: E Pluribus Unum

**Notes for the Chapter:**

> I did little to no proofreading for any of these except the last one, because I finished writing them at almost 3am so... I'll probably get to it later, but until then. Enjoy! Lmao

“I found him,” El says.

“Found who?” Nancy asks.

"What the hell is going on?"

Everyone turns to see a woman standing in the doorway staring at El with a pale, horrified expression.

“Nora!” El says, practically flinging herself at the woman.

“Who-” Nancy starts to ask.

“I think that’s her sister,” Mike says hesitantly.

“I thought she was in Chicago?” Max asks, sharing a look with Mike, who shrugs and looks equally confused.

“El has a sister?” Lucas asks, looking and sounding baffled. Will, Nancy and Jonathan look much the same.

“Nora” pulls back just far enough to look into El’s eyes, a frustrated frown on her pretty face. El looks like she’s practically vibrating with barely contained energy and starts nodding vigorously, making Nora’s frown deepen.

The woman has long strawberry-blonde hair in a messy braid over her shoulder, big brown eyes, freckles across the bridge of her nose and cheekbones, and a septum ring in her nose.

She’s wearing an old white cropped t-shirt with a giant yellow daisy printed on it, high-waisted jeans with gaping holes in the knees and black converse.

She doesn’t really look anything like El.

“We’re not related,” Nora says almost idly, looking up and meeting Max’s eyes for a second before focusing on El again. Max can’t help but jump a little, looking over at the others in surprise.

“Where the hell is your cop, because this is _insane_ ,” Nora says, focused entirely on El. “This is a terrible idea, Jane!”

“I can do this,” El says determinedly.

“I know you can, that doesn’t mean you _should_ ,” she says fiercely, her hands tensing on El’s shoulders.

“Please, Nora?” El begs, her hands coming up to latch onto Nora’s wrists. “ _Please_.”

“Jane, I’m not gonna _leave_ \- especially not _now_ ,” she says, pulling El back into a hug. “I’m not leaving you. Whatever you need, okay?”

“Thank you,” El says quietly, moderately relaxing against Nora’s shoulder.

“Okay, what just happened?” Lucas asks, probably voicing all of their thoughts. “Who are you?”

Nora blinks at them, looking a little flighty suddenly.

“You promised you would meet my friends when you came back,” El reminds her.

“This wasn’t exactly what I’d had in mind, but…” Nora shrugs a little helplessly, staring at each of them as El drags her closer to the kitchen. “I guess they’re not so bad.”

“Thanks?” Max says, raising an eyebrow questioningly.

“This is my sister Nora,” El says, smiling hesitantly. “She was at the labs too.”

Everyone stares at Nora in surprise, and she awkwardly holds out her wrist so that they can see _003_ tattooed in the same place as El.

“Wait, so does that mean you can move stuff with your mind too?” Mike asks.

“No, that’s just Jane- er, El?” She looks questioningly at El.

“That’s what my friends call me,” she says. “You can call me either though.”

“Right.”

“What can you do then?” Lucas asks.

“I can hear people’s thoughts and... stuff,” Nora says, uncomfortably shifting in place.

Lucas narrows his eyes at her suddenly and one of Nora’s eyebrows tick up, an amused tilt to her smile.

“You’re thinking of yellow,’ she says, snorting when Lucas’ eyes go wide. “I guess I should have let you ask the question first.”

“... What color am I thinking of?”

“Blue.”

Lucas nods when they all look at him.

“Okay, great,” Nancy says, sounding tired and frustrated. “So there’s more than one person like El. Do you know what’s happening?”

“Yeah, Jane just told me… Sorry about your boss.”

Nancy blinks in surprise but hesitantly nods.

“Who did you find El?” Jonathan asks.  
  


**~**

  
“No!” El yells, sounding scared and surprised.

“El?” Mike calls, sitting forwards anxiously. “Somethings wrong! El!”

Max turns to look at Nora but the woman is frowning intensely at El.

“I don’t know what’s happening,” she says, probably answering someone’s unasked question. “I can _feel_ her but I can’t _hear_ her… It’s like she’s not all in her head.”

“That’s not reassuring,” Will mutters.

“El?” Mike calls again, looking ready to physically pull her back. “El, are you okay?”

“... I’m okay,” she says shakily, blood dripping steadily from her nose.

“What’s happening?”

“I’m on a beach.”

They all share a confused look.

“Um, last I checked there weren’t any beaches in Hawkins,” Lucas says hesitantly.

“What else do you see?” Max asks, frowning as a theory forms in her head. She can feel Nora watching her intently.

“A woman, she’s… pretty. I- I think she’s looking at me,” El says stutteringly. “There’s a boy… It’s Billy.”

“It’s California,” Max says, the others all turning to stare at her. “It’s a memory.”

“I think I see it. The source.”

They all watch her anxiously as she goes silent, her breathing a little _too_ quick.

“You’re sure you can’t tell what’s happening?” Nancy asks Nora, her eyes flicking back and forth between her and El.

“I’m sure,” she says, sounding just as frustrated with the answer as Nancy.

She’s sitting hunched over on the coffee table with her elbows braced on her knees, eyes glued to where El sits on the floor, and nervously chewing on her right thumbnail.

“I think I found it,” El says after several minutes, panting faintly.

“Where El? Where are you?” Max asks.

“Brimborn,” she says. “Steelworks.”

Jonathan jumps off the couch and races into the kitchen, snatching the discarded phonebook off the counter and frantically flipping through it. Quickly announcing the address.

“That’s close,” Nancy says, standing at his side.

“El, El we found it! Get out of there,” Mike says. “Get out!”

El’s hand makes a jerky half-movement before her entire body freezes, goes unnaturally still and tense. Her breathing going faster and faster.

“Something’s wrong,” Nora says nervously, just before El screams and rips off her blindfold.

“No!” There’s a wild, haunted look in her eyes as she frantically reaches for Mike. Blood is dripping from both sides of her nose now, and she keeps gasping wetly as Mike’s arms go around her. His eyes are almost as wide as El’s.

Max’s eyes dart back and forth from them on the ground to where Nora’s posture is getting tenser by the second. Her face pales as she stares at El, and then she’s sliding to her knees with a startled gasp, wrapping her arms around El _and_ Mike.

El shakes harshly in their arms and Mike looks around at them with wide, baffled eyes. Nora’s attention is entirely focused on El and she brings one of her hands up to pet her hair back, whispering quietly in her ear.

There’s the sound of firecrackers going off in the distance.

Nora looks up after a minute, meeting everyone’s eyes with a grim look.

“It’s bad.”

**Notes for the Chapter:**

> Some pertinent information that I don't explain in this:  
> \- Nora's powers are mind-reading/speaking in people's heads/commanding them to do things  
> \- Her powers are stronger after Starcourt  
> \- Nora is 19 in S3 (& she ran away from the labs when she was 8)  
> \- Nora & El met sometime after the end of S2  
> \- Nora found her through Kali, who she met on accident sometime after Kali's gang had stopped running  
> \- Nora calls El "Jane" because that's how El had introduced herself to Kali, so that's the name Kali gives Nora  
> \- Nora had stayed with Hop & El for like a week in June, but had gone back to Chicago to see Kali before S3 started  
> \- El had only told Mike originally, but once her and Max got close she told her as well (she had planned on introducing Nora to the others once she had come back)  
>   
> I can't think of anything else, but if you're like "wtf?" about something let me know and I'll add it lmao


	2. Chapter 7: The Bite

**Notes for the Chapter:**

> In case it isn't clear, we switch to Nora's pov from here on out.

“He also said he was gonna kill all of you,” Jane says hesitantly, looking shaken and drained.

Nora rubs her shoulder soothingly as she continues playing over everything her sister saw.

“Well, that’s nice,” Max says sarcastically.

There’s a weird rumbling sound in the distance and they all look up to see Nancy approach the window with a nervous frown.

Nora suddenly tunes into the way the woman’s thoughts are similarly pouring over everything Jane told them and she frowns as she listens to the way they get more and more frantic.

“Do you guys hear that?” Nancy asks.

They all lean forward anxiously at her tone.

“It’s just the fireworks,” Jonathan tries to suggest.

“Billy,” Nancy says at the same time her thoughts all click into place. Nora feels her body go rigid as she catches it, her eyes widening as she and Nancy lock eyes. “When he told you this, it was _here_? In this room?”

Jane nods, confusion surpassing some of her exhaustion.

The rest of them seem to all start catching on at the same moment, the odd rumbling sound getting closer.

Nora squeezes Jane’s shoulder before standing up anxiously. Her eyes darting towards Will as his thoughts go from nervous to _terrified_ , and his hand raises automatically to touch the back of his neck.

“He knows we’re here,” he says.

Nora and Nancy move for the front door at the same time. The others follow them as they jog anxiously out to the road, watching as fireworks go off in the distance.

She can hear all their thoughts go frantic at the same time, as they watch a massive, shadowy shape suddenly knock down a tree - and then another, and another as it rapidly approaches them.

She had seen an impression of it in Will and Jane’s memories from last year; large and looming and _cold_ , but seeing it here - now…

Even all their memories of the _thing_ at the hospital hadn’t prepared her for that first sight of it.

It’s horrible and fleshy and viscerally _wrong_ in a way she can’t explain, but almost worse than that is-

The voices.

The strange, echoey impression of dozens and _dozens_ of voices all clamoring for her attention. They’re all _screaming_ in terror and she _knows_ it would be too much,

If she could actually _hear_ them.

It’s strange and distracting, like she’s flipping through radio stations but can’t quite seem to find the right frequency for any of them. She catches flickers and impressions, and little slices of memories, but nothing tangible or _real_.

As they all back away she suddenly understands that it’s the _remnants_ , the remaining echoes of the people that the Flayer took. The last lingering proof that they were _people_ , that they _existed_ \- that they _suffered_.

They run back to the cabin like their lives depend on it.

Because they _do_.

But she can’t help the few tears that fall as those little echoes slip away from her mind, can’t help the way her stomach twists and bile rises in her throat.

Jane’s hand slips into hers as they rush back inside, a questioning concern in her mind, asking _Are you okay?_

She nods and squeezes her hand, looking back towards the door.

The kids frantically pile furniture and miscellaneous housewares against the door and windows.

“Are we sure this is a good idea?” She asks, watching Nancy and Jonathan rush through the door with a gun and axe, quickly passing her a shovel. “Why aren’t we just running before it gets here? If we’re quiet we could get away before it sees where we go.”

“I really don’t think we have time for that,” Nancy says ominously. “You saw how fast it was moving. I agree, this is less than ideal, but it’s massive - it’ll have a harder time getting to us here when we’re all fighting it, than it would if we were out in the open.”

She nods reluctantly, helping Jonathan and Will push the couch against the door.

“Stay away from the windows,” Nancy instructs, adjusting her grip on the gun.

They all wordlessly form a circle in the middle of the room - Jonathan, Nancy and her standing defensively in front of the kids.

“It’s close,” Will says quietly, the ground rumbling steadily under their feet.

Her grip tightens anxiously on the shovel Nancy had handed her, trying to listen for the echoes she had heard before - but there’s nothing now.

“Where’d it go?” Max asks nervously.

Everything seems to burst into action all at once as a fleshy tendril breaks through the wall, shooting out and forcing them all apart as it reaches for Jane, cornering her, Max and Will against a wall.

Jonathan swings the axe down and it redirects towards him, writhing in pain as Jonathan strikes it again. It swipes out at him, knocking the axe from his hands as he flies back - landing harshly on the ground.

Nancy quickly takes aim, shooting it before it can grab Jonathan. It barely flinches at the bullets, winding towards her as the gun clicks - empty, and she backs away quickly, trying to reload before it can reach her.

The arm freezes in front of her as Jane steps towards it, her arm raised and blood already starting to drip from her nose. It writhes in pain again, it’s skin vibrating and bubbling unnaturally, and it isn’t until she hears it start shrieking that she realizes there’s a kind of _mouth_ at the end of it.

With a grunt Jane severs the “head” from the rest of the tendril and quickly retracts.

“Holy shit,” Max says breathlessly, looking anxiously between the hole in the wall and the _thing_ on the ground.

Another two break through the walls on opposite sides and Jane struggles to catch them both.

Nora anxiously watches her as she helps Jonathan up from the floor. They all stand semi-frozen as Jane suddenly yells harshly before violently ripping her arms down to her sides, the tendrils shrieking before basically exploding in the air.

They stare in shock as Jane pants, and then another larger arm slams through the roof, forcing them all to duck as pieces of it rain down on them. Before any of them can really react, it’s snaked down to the floor and grasped onto Jane’s leg, violently dragging her off the ground.

Mike and Max both surge forward, catching Jane’s arms before she’s pulled through the roof into that _thing's_ mouth. Jane screams as Will and Jonathan rush forward to help pull her back, and Nancy hurriedly raises her gun again - taking aim at the roof.

“Nancy, shoot it!” Jonathan yells frantically.

Lucas grabs the axe and jumps onto some overturned furniture at the same time Nora rushes forward.

“Lucas! Hurry!” Max yells.

Nora and Lucas both swing at the arm holding Jane, a fleshy tearing sound preceding another pained _shriek_ from the Flayer as the axe and shovel start to sever the arm. The kids and Jonathan are dragged forward a few inches as it tries desperately to pull Jane in, and her and Lucas swing as hard as possible - Nancy’s gun echoing dully over the sounds.

On Lucas’ last swing Jane drops heavily from its now detached arm, a roar rattling the cabin as it harshly pulls back. The group holding her fall back with her, and she looks over in time for her and Mike to both see the piece of it still sunk into Jane’s leg.

“Shit!” She yells, rushing forward as Mike hurriedly rips it off of her.

Jane _screams_ in pain, looking pale and disoriented - her thoughts a chaotic riot of pain and exhaustion as she climbs shakily to her feet.

She stares up at the Flayer where it looms above them, trying it’s best to fit itself through the hole in the ceiling. Jane’s arms raise shakily towards it and she lets out another scream, almost matching the Flayer in pitch as the monster starts screeching again, flinching away from the pain she’s inflicting on it.

With a harsh growl she rips the Flayer apart and promptly collapses, Nora and Max already poised to catch her.

“Go!” Nancy and Jonathan shout at the same time, prompting the boys to rush forwards and start pulling things away from the door.

Max helps her pull Jane over her shoulder, and Nora wraps her arm around her legs as they all race out the door. Nancy leads them quickly to the car and Lucas hurriedly opens the backdoor for her, Max and Mike to get Jane inside.

They all flinch when Jane’s leg is jostled and she lets out another pained scream. Jonathan climbs into the front passenger and yells for them to hurry, so she quickly climbs in and presses herself against the opposite door, draping Jane across all their laps to keep from moving her leg too much.

Nancy drives them away almost before the car door is fully shut, and they’re speeding down the road, away from the Flayer.

  
**~**

  
It feels like they barely have even a moment to breathe while at the convenience store before they’re rushing to help another of Jane’s friends.

They pull up sharply in front of the mall, racing inside.

“Wait,” she whispers, forcing them all to a stop as she tilts her head with a frown. She’s still a little too far away but she can faintly hear people ahead of them, deeper in the mall. “There’s still people here… I don’t think they’re your friends though.”

They move as quietly as possible with Max and Mike supporting Jane. The closer they get to the center of the mall the clearer their thoughts are. She stops them again and listens, frowning in confusion at the sudden language barrier.

“They… They’re thoughts aren’t in english,” she says slowly, closing her eyes and trying to focus on the _feel_ of their thoughts. “They’re looking for someone I think, your friends maybe… I’m pretty sure it would be bad if they found them first.”

The four of them approach the railing slowly.

“There!” She whispers, catching an image of where they’re at. “In the foodcourt, by the car.”

Jane disentangles herself from Mike and Max and steps up on her own. She waves a hand at the car and they hear a loud alarm go off, the lights flashing obnoxiously and drawing the men’s attention. Once they’ve gathered around it she unceremoniously pulls her arm back and then thrusts it forward, sending the car flying into the men and crashing on the other side of the foodcourt.

After seeing her friends are in one piece they quickly make their way down to them.

She smiles when Jane’s friend, Dustin, races forward to hug her and Mike.

There’s some good-natured bickering between the two groups that actually relaxes her a bit, so she takes a minute to just _breathe_ , letting herself drift a little bit as their thoughts ping around in her head.

“I’m sorry, who are you?” Nancy asks in confusion, drawing her attention back to the “sailors” that had been with Dustin and Lucas’ sister.

“Oh, I’m Robin,” she says. “I work with Steve.”

Robin’s thoughts are all over the place and Nora feels a little bad for her, they had apparently just escaped a secret Russian base (which sounds like something out of a terrible B movie) while being chased by said Russians, and then a little girl with superpowers just threw a car at the same Russians.

Robin was having a truly _wild_ night.

Dustin and Steve both gush about her to their friends, which makes Nora smile a little at the way Robin’s thoughts go flustered and pleased. That also leads the rest of them to the baffling realization that there are _Russians_ under a _mall_ in Hawkins _Indiana_.

Which, you know, fair enough really. That’s an absolutely ridiculous sentence.

“Wait, so who’s that?” Dustin asks, finally drawing their attention to where she stands, getting frankly bombarded with their frantic thoughts.

“Nora,” she says, giving an uncomfortable little wave to the four.

“She’s El’s sister,” Will adds.

“El has a sister?” Steve asks, clearly surprised.

“Not by blood, but they were both in the lab,” Max says.

“Lab?” Robin asks, still trying to catch up with the myriad of conversations happening around her. Nora could sympathize.

“We’ll tell you all about it later, but for now let’s stick with ‘it sucked’,” she says quickly, coming to Robin’s aid as Dustin prepared to launch into the whole sordid tale. She gives Robin a small, tired smile. “Don’t worry, I just got here too.”

Robin nods sympathetically, the two of them sharing a look that even without her powers would have clearly translated to “what the absolute shit, am I right?”

She suddenly jerks around to see Jane dazedly walking away from them, her thoughts a series of wordless sensations that had slipped by Nora’s notice amongst the others’ louder words.

“Jane?” She calls, quickly moving to follow her. “Jane, what’s wrong?”

( _Pain, exhaustion, fear, pain, anger…_ )

Jane looks around in confusion, turning to stare at her surroundings as her thoughts start registering _confusion_ and _disorientation_. She turns back towards them, swaying unsteadily, and Nora can see blood dripping steadily from her nose again - her face pale and sweaty, and eyes unfocused.

“Jane!” She watches her collapse just seconds before she reaches her and she hurriedly drops down beside her, easing her head into her lap as she tries to piece together what’s happening.

Her thoughts sound feverish and pained.

The others rush over, asking what’s wrong.

“My leg,” she manages weakly, grimacing against the pain.

Nancy and Jonathan hurriedly pull at the gauze wrapped around her bite.

They watch in horror as something _moves_ under her skin, thrashing around and drawing pained groans from her.

Mike calls her name, trying to distract her.

Jane _screams_ suddenly and the raw _pain_ of the sound echoes in all their heads. She and Mike hold her still as Jane tries to thrash against the sensations, her wail dying down to whimpers as the others try to figure out what to do.

“Keep her awake, okay?” Jonathan demands, racing away to find something they can use to get the fucking thing out.

Robin babbles nervously as they carefully sit Jane up.

“Robin?” Steve calls.

“Yeah?”

“You’re not helping.”

“I’m sorry,” she says faintly, the reality of how _fucked_ up her life has suddenly gotten is just starting to set in again, and if her sister didn’t currently have some _parasite_ in her leg, Nora would feel more sympathetic towards the girl.

Jonathan suddenly reappears by Jane’s leg, holding a knife.

“This is gonna hurt like hell, okay?”

“Okay,” Jane says haltingly, still sobbing.

“Just stay real still, alright?” He coaches, handing a wooden spoon to Mike. “Here, she’s gonna want to bite down on this.”

Nora moves behind her again and wraps her arms around the girl’s shoulders, pressing her back against her chest. “Mike, keep talking to her. Distract her.”

Mike nods, holding the spoon out for Jane to bite down.

Jonathan lowers the knife to her leg, hesitating nervously before Mike tells him to do it. Jane screams through the spoon and goes _rigid_ in her arms, everyone around them making horrified sounds as Jonathan pushes his fingers under the skin, trying to grasp the _thing_.

She watches intensely as the thing seems to wriggle away from him every time he gets close.

“Stop!” Jane yells, dropping the spoon. “No, stop!”

Jonathan pulls back immediately.

Jane shakily pushes herself up, still crying and whimpering in pain.

“I can do it,” she sobs. “I can do it.”

Nora sticks close to her, still supporting her back as she leans unsteadily forward. She can feel the tremors running through Jane’s body as she pushes herself, a faint indescribable _hum_ in the air as she forces her powers past her exhaustion.

“Jane,” she says warningly, wrapping an arm around her waist.

She ignores her, focused entirely on the creature in her leg, which seems to be determined not to move. Jane screams again, in frustration and pain both, as the thing suddenly shifts closer to the incision Jonathan had made.

The strange hum Nora’s not sure the others can even hear goes up in pitch and actually makes her ears ring a bit, Jane’s screaming intensifying at the same time as the head of the creature is pulled from her leg, at the same time as the glass storefront behind them _shatters_.

The creature is suddenly pulled from her leg and with a last pained shriek, she flings it away.

They watch as it lands pitifully among the glass, suddenly struggling to pull itself away from them. Before anyone can even think to crush it a boot comes down on top of it, a final squelch making her sigh in relief.

They look up to see Chief Hopper, Joyce Byers and some man named Murray Bauman standing there.

She can feel Jane’s relief like a tangible sensation across her skin, and she relaxes when she feels the same relief and _worry_ from him.

She all but picks Jane up herself, intent on reuniting the two after everything the girl had gone through today. She’s thankful that Hopper meets them halfway, scooping her sister up in a fierce hug - she’s surprised when he abruptly pulls her in too.

She hesitantly wraps one of her own arms around his waist, but is glad for the chance to keep Jane close to her.


	3. Chapter 8: The Battle of Starcourt

**Notes for the Chapter:**

> The italic convos are in their heads!

She lets the others do all the talking, happily collapsing on the floor in front of the bench Hopper carries Jane to. She watches him lay her down gently, keeping one arm wrapped around her shoulders as her head rests in his lap.

Joyce hands him a damp paper towel that he uses to carefully wipe her face and then presses to her clammy forehead. Nora feels warm at witnessing their interactions, and is _deeply_ grateful that her sister found _this_ (even if _this_ did come with strange fleshy monsters). The girl has one hand grasping the arm around her shoulders, and hangs the other one down over Nora’s, which Nora happily threads her own hand through.

She mostly tunes out everyone’s physical voices, focusing solely on Hopper and Jane’s relief to be back together - on their relief that everyone is alright.

“Yoo-hoo!” Murray calls suddenly, waving fistfuls of paper around above his head, his thoughts going a million miles. “Yoo-hoo!”

A truly convoluted series of conversations and thoughts rapidly transpire in which she quickly decides Erica Sinclair is one of the funniest and smartest people she’s ever met.

She’s gonna be terrifying the older she gets.

Erica, Dustin, Steve and Robin take off for Dustin’s radio and Nora can’t help but feel as though the night is quickly approaching some kind of end.

She hopes it will be a decent one.

Jane and Hopper sit together, their hands holding tight to each other as Jane tells him she can still fight - as Hopper tells her he knows, but that all he wants is for her to be _safe_.

She’s sitting on the edge of the fountain, trying to give everyone a semblance of privacy.

It’s hard to believe that just _hours_ ago she had gotten off a bus from Chicago, had still been thinking of her visit with Kali and excited to see Jane again as she walked to the cabin -

That just _hours_ ago she had walked into a literal _nightmare_ in which her sister was being _hunted_ , not by the lab or Brenner, but by a literal _monster_.

She watches all of them as they talk and say goodbye and just _breathe,_ for one moment, and realizes that for the first time in her life - there’s something scarier than _Brenner_ out there.

She’s used to feeling like an outsider, and she’s not surprised she feels like one right now - watching these people’s tight-knit bonds flex around her.

She’s used to looking in at people that have _no idea_ what’s out there… But she’s never been in the reverse before, she’s never been the one that didn’t _know_.

It’s an uncomfortable sensation.

“Hey,” Mike calls to Jane, catching Nora’s attention at the same time. “We should probably go.”

Hopper nods, his thoughts a riot of fear and worry and _love_. Jane’s thoughts almost perfectly mirror his as she surges forward to hug him, his arms going tight around her.

Nora rises to follow the kids as they make their way out of the mall.

Jane is helpless against the small noises of pain she’s making as they walk to Nancy’s car. Max opens the backend so that Nora and Mike can carefully lift her into the back, laying her down.

There’s a hitch when the car refuses to start, Nancy getting more and more frustrated as her anxiety spikes again. Nora can hear her and Jonathan’s confusion as they check under the hood, sees the missing part in Jonathan’s thoughts at almost the same time headlights turn-on across the parking lot.

That’s when she hears it… this faint whisper of _something_ . Something too far away for her to really grasp, something that feels _unnatural_ where it brushes the edges of her mind.

“Back in the mall!” Nancy yells, pulling open the car doors as Jonathan opens the backend for them.

She climbs out first and lets Mike and Max move Jane towards her. She gets a grip under her knees and hastily scoops her up, dashing back inside the mall with the others.

It’s a little disheartening to end up in the same place they were ten minutes ago.

Mike starts radioing Dustin and the rest of “Scoops Troop” as the others scavenge around for supplies and weapons.

Nora sticks close to Jane and catches a conversation between Nancy, Max and Will.

“You’re gonna kill him, aren’t you?” Max asks. She sounds resigned, but her thoughts are tumultuous and distressed, revolving around her conflicted relationship with her step-brother.

"This is just a precaution," Nancy says. She doesn't try to give Max false platitudes though, which the girl is grateful for.

"Yeah, and not just against Billy," Will adds, trying to reassure her somehow. His thoughts seemingly identifying that even if they aren't _close_ (like him and Jonathan are), Billy is still her _brother_ . "If he knows where we are, _so does the Mind Flayer_."

Max nods reluctantly, looking away from Nancy and her gun.

Will watches Max and can't help but remember the year before, when _he_ was the one possessed. The one that had tried to hurt people. The one that had been willing to hurt the people he _loved_ , because he didn't have any other choice.

He and Max remember Billy locked in the sauna at almost the same time - they replay his words, his _pleas_ \- and when Max swallows uncomfortably, a pinched look on her face, Will reaches out and hesitantly takes her hand.

She looks surprised for a second, but then she squeezes his hand _tight_.

“I don’t suppose that could still run?” Nancy jokes, looking at the overturned car Jane had thrown.

Max snorts, a little lightness coming back to her thoughts.

“We don’t need it to run,” Jonathan says suddenly, eye lighting up. Nora gasps in surprise as she catches the thought. “We just need its ignition cable.”

They all try to push the car over but can’t quite manage it.

“Let me try,” Jane says, watching them struggle as she stands unsteadily next to Will, who still has one arm out like he’s afraid she’s about to collapse again.

“El,” Mike says nervously. Worried about how far she’s pushed herself.

“I can do it,” she insists, stepping forward.

They all reluctantly step away, moving to stand behind her.

The car makes loud groaning sounds as she grunts, and Nora can once more hear that strange buzzing sound.

“Jane,” Nora starts, just as Jane’s arms drop with a gasp. She panting lightly and swaying a bit more unsteadily. Nora wraps one arm around her waist as she guides her to sit back down.

She crouches in front of her so she can see her eyes.

 _Jane, you need to slow down,_ she says in the girl’s head, not wanting her to feel weak or called out in front of her friends. _You’ve been doing this all day, you’re_ exhausted _, Jane. You’re already hurt, if you keep pushing like this you’re gonna hurt yourself even more._

 _I want to help_ , she thinks back, her shoulders drooping tiredly.

_I know, but you gotta let us help you too, okay?_

She watches her for a second before reluctantly nodding.

“Okay,” she agrees. “I’ll slow down.”

“Thank you,” Nora says, pressing a kiss to her sweat-damp forehead before standing up to rejoin the others’ in trying to flip the car.

“What was that?” Lucas asks curiously.

“We were just talking about how hard she’s pushed herself today,” she says, hopping back up onto a counter so she can start shoving at the car again.

“But neither of you said anything?” He looks at her in confusion.

She rolls her eyes a little.

“That’s ‘cause we were talking _up here_ ,” she says, tapping her temple. “It’s one of my powers; I can talk to people in their head - so long as they’re looking at me.”

“Seriously?” Max asks, genuinely intrigued.

 _Seriously,_ she says, watching her blue eyes widen in excitement.

“Whoa, okay, but that was wicked!” She says. “And super weird!”

“Wait, did she just talk to you?!” Lucas asks, eyes darting back and forth between them as Jonathan wedges a pole he’d gotten from somewhere between the car.

“Yeah! It was _crazy_ to hear someone else’s voice _in my head_ ,” she says.

Nora laughs a little at her enthusiasm.

With a lot of effort and some coaching from Mike they manage to get it on to its side, and then finally back on all four wheels with a final collective grunt of exertion.

“See, physics,” Mike says breathlessly.

She stands with Will and Lucas to catch her breath, watching Nancy and Jonathan go at the car.

“What’s she doing?” Max asks.

Nora turns to see her and Mike watching Jane, who was currently digging through the trash. Her thoughts are vaguely frantic and a little panicked as she sits an empty coke can on top of the trash.

Mike and Max both turn to look at Nora, their thoughts wondering what the hell is up. She shakes her head, just as confused, and the three walk over to Jane.

She’s replaying a memory from her time in the lab, of crushing a coke can. Nora hears the buzzing sound again and that’s when it clicks, drawing a noise of surprise from her.

The kids look at her questioningly.

“El? Are you okay?” Mike asks.

Jane turns to look at them, her nose bleeding again and her thoughts hectic as she meets Nora’s eyes - something pained and scared lighting up her eyes.

_She can't use her powers._

There’s a pounding sound coming from somewhere that rattles the ceiling and draws Max and Nora’s gazes upwards.

“Mike,” Max says, drawing his attention to the glass ceiling as well.

The glass rattles ominously and they start backing up.

“Nancy!” Mike yells.

The others turn quickly towards them as the four of them dart out of the way, just before the glass shatters explosively - the Mind Flayer dramatically landing in the center of the mall.

“Run!” She yells, pausing just long enough to crouch down so Jane can climb onto her back, before chasing after Max and Mike.

They duck around some kinda stand as the Mind Flayer gets it’s bearings, pressing themselves into the receded space just as they hear the Flayer step around them.

Nora’s hands tense sporadically where they grip Jane’s legs around her waist, the girl’s arms tightening around her shoulders in response.

She’s never been as bone-deep _terrified_ as she feels right now. Not even when she escaped from the labs, not even when she first lost herself in the cold, dark part of the city.

Running from the lab her biggest fear was being dragged back, but this-

This is a terrifying death. This is a monster, _hunting_ the sister she _just_ found. This is something from another _world_ playing a game of cat-and-mouse where the mouse-traps are _people_ that it’s _consumed_ and used against them.

She presses them harder against the wooden walls as it lingers above them, hissing it’s displeasure.

Mike peaks quickly over as it moves away, ducking back down after a second.

“It’s turned away,” he whispers quickly. “If we go up the stairs now, we’ll make it.”

“No way, not with El’s leg,” Max insists. “Nora’s louder carrying her, and we’ll be too slow if she tries to walk.”

“We have to try!”

“There’s another way to get out,” Jane says. “Through the Gap.”

Mike risks another glance towards the Flayer.

“Okay,” he says. “Now!”

She pushes up as quietly and quickly as possible, running after the kids as they dart for the store. They make it through the entryway, but Max slips a little on the broken glass littering the carpet and kicks the metal rope-pole laying on the ground.

The Flayer screams from behind them as they all race forward, deeper into the department store. They duck down behind a display seconds before the Flayer reaches in, searching them out.

It wraps around a mannequin wearing Jane’s shirt and hisses in frustration, flinging it back into the store and barely missing them.

She mouths a countdown and when she hits “3” they quickly crawl behind a counter, a rack of sunglasses scattered across the floor beside it. Max and Mike press into either of her sides as they cram themselves up against the counter. From the corner of her eyes she can see it’s tendrils starting to creep around their hiding spot, and for one instant she knows with complete _certainty_ that it’s about to find them.

The _mouths_ on the ends hiss and shriek in agitation, and then there’s a sharp sound from out in the mall and they pull back with a screech, the sound of the Flayer lumbering away drawing a shaky exhale from her lungs.

She distantly hears Jonathan saying “go go go go!” and nods to Mike, who leads them out of their hiding place and to the back of the store, where a service entrance to the mall waits for them.

They exit the mall through a side entrance and it feels like some kind of fucking deliverance, right up until they step through the gate and see Billy through the flaming wreckage of his car, staring at them and slowly stepping towards them.

“Shit,” Max says, exasperation clear in her voice.

“Go,” Mike says, back up. “Go! Go go go go go go!”

They dart back _towards_ the mall, a feeling like dread dripping down her spine as she tightens her grip on Jane again. Max quickly ducks back to slam the button to close the gate behind them.

They race down the sterile white service hallways, the lights flickering nauseatingly and she can’t contain the faint grunt she lets out as the weight on her back starts to catch up with her.

“In here. In here,” Mike says, ducking them into a cargo elevator and frantically pressing the buttons.

She sits Jane back on her feet while she tries to catch her breath, the muscles in her back and shoulders protesting her movements.

“Billy,” Max says nervously, drawing all their attention to where she stands in the hallway. “Billy, you don’t have to do this.”

Her voice shakes as she begs him, as she tries to get his attention, but Nora can’t help thinking it’s a fruitless endeavor.

All she can hear is the faint echoey sounds again, like the Mind Flayer is suppressing everything else - everything _human_.

“Your name is Billy Hargrove, you live on 481 Cherry Lane,” Max says desperately. “Billy, _please_ , I’m _Max_ , I’m your-”

He slams her into the wall harshly and Max falls to the ground like dead-weight.

She gets her first sight of him as he turns towards them; matted-blonde curls, cuts and scrapes and bruises, and spidery black veins over what has to be his entire body.

Mike yells as he charges at him and she quickly backs her and Jane away, watching as he just as easily flings Mike away from him.

“Mike!” Jane yells. “Max!”

She stands in front of her sister, hands shaking and absolutely fucking _terrified_ as he strides up to them.

He looks _cold_.

There’s no emotion on his face or in his eyes, no _thoughts_ rattling in his head besides the echo of _Billy_ that drifts from where the Flayer locked him away. He’s not doing this because he _wants to_ , he’s just doing it because that’s what he _has_ to do. The same way they _have_ to breathe.

She steps away from Jane to meet him half-way and stares straight into his empty blue eyes.

“ _Stop,_ ” she says, and she forces the command into her voice - forces it not to shake with her fear.

His steps stutter and he stops in front of her, tilting his head in an approximation of curiosity, and then he slowly moves forward again - locked on to her now.

She can tell it did _something_ , the problem is that it didn’t do _enough_ . He shrugged it off in a way she’s never seen someone do before, but maybe that’s exactly why… He isn’t _someone_ right now, he’s _something_.

He strides towards her and she reluctantly backs up.

 _“Stop!”_ She tries again, and this time he only hesitates for a second before continuing.

She’s getting desperate now and she can feel that bubble of energy in her throat, the same way she had when Kali showed her how to use her emotions with her powers, and she _grasps_ it.

 _“STOP!”_ She yells, blood starting to drip from her nose and holding one hand out as she feels the emotions push out of her. She sees when it hits him because for one _instant_ the veins seem to flee his face and the humanity pools back into his eyes, and he blinks at her in confusion - shaking his head faintly like he’s trying to dislodge something.

She tries to take advantage of the lapse - opens her mouth to speak again, but the veins have already returned to his arms and there’s a cloudy, disoriented look in his eyes as one hand darts out and wraps around her throat.

She gasps reflexively as his hand tightens, her own hands coming up to scrabble at his grip - her nails digging slightly bloody lines into his arms.

She can hear Jane yelling from behind her as he easily lifts her off the ground. She thinks the echoey sound of him gets louder for just an instant before he throws her to the side, her head hitting the wall harshly.

She hears Jane scream in frustration just before she blacks out.

  
**~**  
  


It feels like the world is in some kind of weird… fast & slow moment. Like everything around her is going twice as fast, while she's caught in slow-motion watching things happen –

She wakes before Max and Mike; her ears ringing and vision cloudy for a minute as she stumbles to her feet.

There’s blood dripping freely from a cut above her eyebrow, tinting her vision red. Her throat is already starting to throb, and she knows there will be a vivid bruise later.

She distantly feels Jane's fear pulsing in the back of her throat and thinks she might vibrate out of her skin with her own terror.

She checks that the kids are alright, taking only long enough to find their still steady pulses, and then she runs.

She stumbles into the center of the mall, fear and surprise bringing her up short as she sees Jane and Billy.

He’s looming over her sister on the ground, black spidery veins stark against his sickly skin. (She hears his thoughts like they’re coming through a radio with bad reception and can only pick out one clear image; a woman on a beach smiling at him.)

Jane has one hand cupped against Billy’s cheek, her expression a terrible cross between terror and grief. (Her thoughts are loud loud _loud_ , calling out to her in as many ways as she can – _begging_ ; for help, for safety, for this to be a dream, for Billy. Her images are sharper and whisper more context; his mother – he loved her, she left him, his father, his pain and fear and anger.)

They’re all shaking.

His arms look like they’re barely holding him up. Jane’s hands are shaking against his cheek (even as he near desperately presses into the gentle touch) and her other hand fists tightly in his shirt. Nora’s entire body is shaking so much it feels like a gentle breeze could knock her over at this point.

The closer she gets the more she sees and _hears_.

Billy and Jane are both crying and her breath catches.

The shaky crackling thoughts she manages to grasp from Billy sound like _screaming_. A disjointed stream of “no no please no stop no please don’t-” and her heart clenches on the fear that pours through the cracks in the prison the Mind Flayer has buried him.

Jane’s thoughts are _so scared_ she worries she might just collapse in tears before she even gets to them, she’s so scared that she’s going to _die here_ – that she’s never going to see Hopper or Mike or Max or her again, that they’re going to die too and she won’t be able to stop it, that Billy is still in there and is going to watch himself hurt her-

And then it shifts.

It shifts and Billy isn’t like a static-y radio anymore, he’s loud loud loud and getting even _louder_. He’s looking at Jane and feeling her shaking hand on his face and he takes a deep, _gasping breath_ , like he’s been drowning and just broke the surface.

And she’s still moving to them. Legs shaky and head throbbing.

And the Mind Flayer shrieks and shifts and all three of them turn to look at it at the same time.

Billy is still hovering above Jane on the ground, and Jane’s hand slips from his face to the chain of the pendant that hangs from his neck, still grasping desperately even as she stares up at a _nightmare_.

And Billy pulls away.

He stands up and steps over Jane, stands in front of her.

(His mind is _loud_ and says “No. No. No. No. No.”)

He stands between Jane and the Mind Flayer as it comes _closer_ , and she’s not sure if it _knows_ – if it knows that Billy is _loud_.

She hears running behind her and hears Max and Mike’s thoughts start rattling in her head too.

She keeps moving forward, keeps moving as Jane scrambles backwards. ( _So scared_.)

Her knees go out just before she’s next to her sister, so instead she reaches out at the same time Jane reaches behind her and they grab onto each other, and Nora pulls her across the floor until her shoulders are laying in her lap.

And they watch.

They watch as the Mind Flayer reaches an arm towards them. Watches as Billy steps forwards to meet it (and he’s _loud_ and the Flayer _knows now_ ).

They watch as he _grabs_ it as it tries to move past him to get to Jane, watch as his hands sink into the toothy opening and blood starts running down his arms, starts dripping off his elbows

(She hears the other kids stumble to a stop somewhere behind them. _Hears_ their racing thoughts; their fear and confusion, and Max’s sudden shattering _terror_ as they all watch other arms come forward.)

They watch as one arm _sinks_ into Billy’s side, as he _still holds_ the first one back. They watch as another, and another do the same - piercing into his torso as he screams.

(He feels _pain and fear and anger_ )

They all watch and she feels like the world is moving too fast and too slow.

Sees the Flayer open its mouth, sees another tendril snake out towards him.

And she _screams_.

She _screams_ and she feels the others recoil, feels the sharp sound echo around the destroyed mall at the same time it echoes in their heads (and she’s never done this before but the world is going _too_ fast and _too_ slow and _she has to do something_ ).

Jane is clutching her head and staring up at her with wide eyes. She knows Mike and Max are clutching their heads too, knows that Max is still watching anyway.

She screams.

She slides Jane’s shoulders off her legs and stands, less shaky as she stares at the Flayer in front of them.

She’s _still_ screaming as she stands beside Billy, who has three of the Flayer’s tendrils puncturing his body, but _still_ holds one back with his hands. There’s blood dripping from his mouth and his eyes are pinched in pain (from the Flayer and from her), and he looks at her with a quiet echo of confusion.

She walks past him, closer to the Mind Flayer, as she _screams_. She reaches out with her powers and finds that strange cold heavy darkness, and she grabs the same tentacle that Billy is grasping and ignores the wrong fleshy feeling of it.

And she _screams_.

And she yells in its dark cold mind, _GET OUT!_

And then she **_screams_ **.

She screams so loudly it’s almost like she can _feel_ it, feel it reaching out to any mind close enough to hear it. Feels it almost like a wave, and she thinks she can hear Hopper and Joyce again suddenly.

She knows they’re still under the mall but now she _knows_ that they’re close, that they just need a few more minutes. So she _screams_ and she feels everyone recoil, feels Hop and Joyce pause for a second as they hear an echo of it, feels Max and Mike and even Jane curl up a little, feels Billy in pain and confused because-

Because the Flayer is recoiling too, is writhing a little in front of them from discomfort – and there’s a cold dark _heavy_ thing in Billy’s head that is curling up and shrieking back at her, that’s shriveling a little in the face of her sudden anger.

Her fury.

And she screams.

And blood is dripping from her nose.

There’s a little pool of it on her tongue from where it’s dripped into her open mouth, but she _screams_.

And there are drops falling to the ground by her feet, and Billy focuses on it for some reason. Uses the sight to distract _his_ mind from the dark curling, shriveling thing shrieking in his head.

She feels a sharp pulse in the back of her head (she won't throw up she won't throw up she won't-) and her voice falters for an instant, before picking back up, before the Flayer can sense her sudden weakness.

There’s blood dripping from her left ear. She knows because Jane sees it and is trying to yell over the screaming.

Trying to warn her, get her to stop.

Mike and Max have made it to her side somehow and are wrapped around her as they cringe against her screaming. She’s glad they have her, glad they’ve pulled her further away.

She screams, but she can’t scream forever.

Joyce is so close though, she just has to hold it back for a _little bit longer_.

She screams.

She screams and she feels Joyce trying to turn the keys and she _remembers_ suddenly, something the kids had said.

The mind and the body.

She pushes through the exhaustion because the Flayer doesn’t _know_ , but she does. So she pushes and winces at the taste of blood in her mouth, feels the blood at her ears and ignores the way a red tear drips down her cheek.

(She can’t tell if it’s from her head or her eye.)

She pushes through the exhaustion and _pushes_ – pushes her voice at the Flayer and yells alongside her screams, yells “ _get out get out get out get out_ ” and pulls at the tentacle that Billy is holding back from the kids. She stares into its strange _wrong_ eyes and yells as she screams, forces the command into it and feels it flinch away from her.

The command doesn’t settle over it the way it would a human, but it _feels_ it and it _doesn’t like it._ So she _screams_ and she yells and she _commands_ , and she pulls at it until with a snap it flinches away from her.

She turns her head a little to watch it yank out of Billy’s hands, watch the other arms pull from his body. Watches him slump backwards with a bloody cough and sees all three of the kids surge up from the ground to catch him as his body collapses across their laps; Max wraps her arms around him and tries to press her shaking hands against the wounds she can reach, Jane wraps an arm around his shoulders and presses him against her chest while her other hand brushes nervously through his hair (her lips are moving in words of comfort but Nora can’t hear her over her screams), and Mike lets Max direct his hands to the wounds she can’t reach.

Billy and Jane are still watching her.

Jane sees the blood on her face and the words she’s speaking to Billy choke off in her throat as she starts shaking her head, the word _no_ repeating over and over in her head.

She turns back to the Flayer one last time, pushing the exhaustion (the _pain_ ) down one last time.

_And she screams._

She screams and she _yells_ her command in its dark cold mind.

“ _get out get out get out get out gET OUT!_ ”

And then she hears Billy screaming behind her as the pieces of the Flayer writhe in pain, trying to pull away from her even as she presses in again and again.

And she thinks, a little hysterically, _it’s not used to someone playing in_ its _mind the way it does in other people’s._

She feels the second the piece of it flee from Billy and then she sees it slink past her as it latches back on to the whole.

And she screams.

And Jane is screaming at _her_ (out loud and in her head), begging her to stop. But it’s too late.

She can feel the echoes dying in their heads, can hear their thoughts louder now (can hear as they catch on to why Jane is distressed), she can feel the way her body is shaking again.

The echo dies and the Flayer shakes like a dog, trying to dislodge the sound of her from its mind.

She takes stumbling steps backwards, towards the others, and the actual physical sound of her screams cut off in her throat as she collapses.

There’s blood at the back of her throat from where she’d swallowed the blood dripping from her nose, and she knows there’s some that dripped down her chin, knows there’s some trickling from her ears and one of her eyes is tinted red too. Knows from Jane’s thoughts that she’s pale and shaking and her eyes are glassy, unseeing as she gets tangled in the thoughts swirling around her.

She doesn't hit the ground. Realizes that Billy had forced himself up from the kids’ grasps and onto his knees to catch her, and she hears the sound of pain he’d made when she fell against his bleeding chest inside all their heads.

She blearily realizes that they’re all laying in a pile on the floor, the kids holding on to her and Billy with terrified death grips.

And Joyce turns the keys.

And the gate closes.

And the Flayer is dead.

And she only knows that because the others see it.

She feels like she’s floating around a little, bobbing between people and thoughts, and she’s distantly surprised that she can still hear Joyce all the way down below them.

(It’d be too far normally.)

They’re still laying in a pile on the floor when the military bursts through the doors.

Billy still has his arms wrapped around her and she distantly knows it’s because he can’t move anymore, is in too much pain to roll her off his injuries. It seems to be working out anyway though, as she hears Max thinking that her body-weight is keeping pressure against the bleeding as her hands press into the visible ones on his side.

Jane is still under them but she’s sitting up now (Mike is wrapped around Jane’s back and his thoughts are circling fear fear fear and _almost lost her again_ ), Billy’s shoulders and head are in her lap and she has her arms wrapped around them both, her forehead rests against Billy’s and one of her hands clench on Nora’s shoulders.

All three are trying to keep Billy awake as the doctor Hopper and Will knows is yelling for EMTs. He’s crouched beside them and Max is shakily recounting the injuries Billy has.

(She distantly remembers Max’s terror-filled voice calling his name when he’d first collapsed against them, thinking he was dying as he’d whispered “I’m sorry” to her.)

Jane quietly tells Dr. Owens that Nora had pushed herself too far, had “drained her battery” keeping the Flayer at bay, but that she wasn’t injured like Billy. She feels careful hands turn her left wrist over and his fingers brush over her number until Max kicks him for being weird (the surprise and inappropriate amusement trickling into her head from his thoughts).

Someone carefully lifts her off Billy and lays her on something softer, and it isn’t long before she feels Jane crawl up to wrap around her. She hears Joyce and Murray’s thoughts coming closer, though Hopper’s are strangely distant still.

She thinks they’re outside now. It feels warmer.

She lets herself drift further until the thoughts around her dim to a more reassuring white noise that lets her rest a little, Jane safe at her side.

She hears Max thinking of Billy, watching and hovering near him and the EMTs as they stabilize him enough to transport him to a proper hospital.

Hears Mike standing sentry beside her and Jane as people rush around.

Hears Steve and Robin and Nancy and Jonathan and the other kids ticking back into her awareness as she thinks about them.

Once Joyce’s thoughts are close enough to her sons’, and Hop’s are moving closer at a quicker pace she lets herself sleep, deciding to trust that none of Jane’s little found family will let these people take her or her sister away again.

She’s so tired.

**Notes for the Chapter:**

> The rewrite of the actual Mind Flayer fight (with Billy) is actually something I wrote a while back, so it's a little more polished than the rest of this and is also just better in my opinion lmao. I edited it a little to fit with these scenes, but if you see something in it that makes you go ??? it's probably cause I wrote it first. xD


	4. Battle of the Flayed

**Summary for the Chapter:**

> Billy POV on the Battle of Starcourt.
> 
> I wrote this a while after Nora's version. I hadn't planned on it originally, but for some reason it just wouldn't leave me alone. I really love seeing scenes from different perspectives anyway, so you get 2 renditions!

He wants her dead.

She's a threat to them. She could stop them, could hurt them again. He did this  _ for her _ , she has to die.

She's talking about the waves.

They were so high. His mom was worried he'd be pulled under, but she was so happy. They were so happy.

He feels still.

"She was pretty. She was really pretty," the girl says, blood on her face and tears in her eyes. "And you, you were happy."

He's shaking.

There's a tremble in his shoulders and his breath hitches when he feels her hand on his cheek, shaking but so, so gentle.

He opens his eyes in time to see his own tears land on her cheeks. He's shaking and crying but-

But he feels calm.

He looks at the girl under him; this little girl that's shaking and crying and  _ scared _ , scared of  _ him _ . 

But her trembling hands are holding on to him for dear life, like he wasn't the one that had made her bleed.

He closes his eyes and focuses on his memories; of his mom on the beach, in her white dress, with her hat and big smile, and then he thinks of Max. Of meeting her, of teasing her when they were both younger, of her giving as good as she got – and then he remembers the last times he saw Max.

He remembers the sauna (the first time he'd felt like himself in what felt like  _ years _ and he was  _ so scared _ ); remembers begging her to understand and her telling him she believed him, that she would help him.

He has a blurry memory from  _ him _ of her begging him to fight  _ him _ , to stop; remembers her almost calling herself his  _ sister _ (something neither of them have done since California) –  _ remembers slamming her against the wall and watching her collapse. _

He knows he's not a good person,  _ knows _ that he's becoming more and more like his father everyday,  _ knows _ that he's scared her ( _ too many times _ ) since moving here…

But he's  _ never _ intentionally hurt her like that before. It makes him feel sick, the memory of slamming her into the wall.

Just like his father has done to him so many times.

He focuses on that, the regret and the fear, and he struggles to get away from  _ him _ .

It's even harder than in the sauna, because  _ he's _ not distracted like he was then.

But suddenly he's looking down at the little girl again, and he takes a gasping breath and pushes  _ past him _ .

He feels her hand on his face and it's so gentle, and he presses into it as more tears fall from his eyes.

And then  _ he _ shrieks and they both turn to look.

Her hand slips from his face and he feels untethered for a second, like that  _ 7 foot wave _ is gonna rise back up and swallow him, but then he feels her hand wrap around the chain of his necklace, still holding tight to him – like she can protect them both if she just  _ holds on _ .

_ He _ starts moving closer and extends one of his strange, unnatural arms towards them.

He feels calm again, even if he's shaking like crazy.

He pulls away from her, slow so that he doesn't scare her any more than he has, and her hands tighten on him for a second before dropping back to the ground.

He stands up and carefully steps over her, standing between her and  _ him _ . He sees her start scooting backwards from the corner of his eye, and sees that woman that had been with Max drop to the ground and pull the girl towards her.

Maybe if he can just buy them enough time, they can run away - can escape him.

The arm reaches towards him, towards the girl and he reaches out and  _ catches it _ . He holds on with both hands and pushes against it, holds it back from them.

He watches as more arms emerge and shoot out towards him. He feels the burning  _ piercing _ sensation and he looks down to see them protruding from his body.

The pain is  _ excruciating _ . He feels blood force it's way up his throat and coughs it up, it's a disturbing murky red color, and he knows it's because of  _ him _ .

And then he hears a sharp, _loud_ scream from behind him. It _hurts_ like it's echoing all around him, and then he realizes it's because he's hearing it _inside_ _his head_ too.

He sees the woman from before standing next to him and-

She's the one screaming.

How is she doing this? Who is she?

She meets his eyes for a fleeting second before walking closer to  _ him _ , and he sees steely fear-tinged determination.

Her hands are shaking as she grabs the unnatural arm he's holding, and then, somehow-

She screams  _ louder. _

And he watches in disbelief as  _ he _ cringes away from her, as he lets out a shrieking sound (that the little piece of  _ him _ inside Billy's mind echoes).

It's almost like he can feel her there too, in his head, pushing  _ him _ farther back; away from Billy. But he can feel  _ him _ trying to tighten his hold on him and he cringes against the icy touch, wheezes against the pain.

He watches her hands clench on the arm and tries to ignore the deafening sounds surrounding him. He sees little drops of red fall to the ground in front of her and watches her sway unsteadily for a moment, the sounds dipping slightly before she straightens her shoulders and gets  _ louder _ .

He watches her blood fall to the ground and makes himself focus on it, makes himself count the drops and ignore the sounds and pain in his head.

He lets himself question why she's even bleeding when he sees a small trickle from her ear.

It's like something…  _ shifts _ suddenly, like her pitch changes or something. It's almost like he can  _ feel _ it now, physically, like something tangible settled at the back of his throat.

She pulls at the arm they both hold and then he can  _ hear her _ , her voice, saying actual  _ words _ in the very back of his head.

In the place where the piece of  _ him _ has tried to hide away  _ from her _ .

Hears almost an echo of her yelling  _ get out _ , and he can feel  _ him _ recoil away from her.

And then he feels another flash of burning pain as  _ he _ rips himself away, releases him and skitters back –  _ away from her. _

_ Because he's scared of her. _

The same way he's scared of the girl.

He tries to move but his legs are numb and shaking, and he feels himself fall backwards. He tries to brace himself against the coming pain but he never hits the ground.

There's a bunch of hands catching him and breaking his fall, and he blearily looks up.

The first thing he sees is Max hovering nervously over him; her pigtails matted with sweat, a bloody bruising gash across her cheekbone, and her hands fluttering around above him like she's not sure what to do with them. He's suddenly aware of one of her knees wedged uncomfortably under his lower back.

He forces one of his hands to move, weakly grasping the hem of her shirt and her eyes dart to his face.

She looks  _ terrified _ .

"I'm sorry," he says wetly, hoping she understands what he means.

He pinches his eyes closed as another bloody cough rips up his throat, and catches the flash of alarm that crosses her face.

"Billy? Billy!" He vaguely hears her cry, his head still ringing with screams. Her hands grip his shoulders and shake him. "Billy please wake up, please stay awake. Don't leave me!"

His shriveled heart twists painfully at her sobbed words and he forces his eyes back open, his chest hitching on every pained breath.

Max let's out another sob that sounds sort of like "thank you" and then he whimpers when he feels her hands press against his wounds.

"Shh, I know it hurts, but you have to hold on Billy." A girl's voice says above him and he looks away from Max to see the girl from before. Her temple is crusted in blood but it looks like it's stopped bleeding at least.

Her arms are wrapped around his shoulders as she presses them as close together as possible, letting him turn his head and muffle another sound of pain against her stomach. There's another pair of hands against his wounds, and he thinks he can hear Max talking, probably to whoever the hands belong to.

"It's okay, just Mike helping Max. We're not trying to hurt you, just trying to stop the bleeding," the girl says, brushing his hair away from his forehead. He automatically presses into the soft touch, trying to focus on something other than the pain – she seems to understand because she tightens her hold and keeps petting his hair. "I'm El, we met once but don't think you remember… wasn't you. Not mad, you didn't mean to do anything, you told Max he made you. I understand."

He glances up at her to see she's watching the woman from before, something frantic in her eyes and he turns to look too.

She's watching them back from the corner of her eye. She looks like shit.

"My sister, Nora," the girl- El says. "She-"

She cuts off with a gasp as they both see the blood on her face. Dripping from her nose and ear, and one of her eyes. El's hands flex against him and he watches her frantically shake her head before Nora turns away, looking back towards  _ him _ .

He can hear her voice in his head again, but louder this time, like her voice is trying to flood his head and drown out everything else.

_ “get out get out get out get out gET OUT!” _

In combination with the screaming it's almost enough to make him nauseous.

_ Agony _ .

Indescribable  _ pain _ .

He feels Max and El and the other kid trying to hold him down, frantically saying something that he can't understand and he realizes he's screaming.

He's nowhere near as loud as  _ him _ though.

He's  _ shrieking _ like a goddamn banshee in his head, writhing in pain as he tries to get away from…. Whatever the fuck Nora is doing to him.

He feels her voice push  _ him _ away from him again and then suddenly there's an indescribable tearing sensation, like someone is ripping the skin off his body.

His back bows with the pain, the kids try to hold him down and he blindly grabs them back, trying to pull away from the terrible sensation.

And just as suddenly it's over and he drops back to the ground, breathing hard and shaking. He feels empty and whole all at once and he realizes-

_He's_ _gone_.

It's just himself in his head. There's no dark cold entity making his limbs feel like lead every time he does something  _ he  _ doesn't want him to.

He looks up at Max, who's watching him anxiously as she tries to control his bleeding again, her eyes darting towards El in confusion.

He hadn't realized his ears were ringing until his hearing suddenly comes back with a vengeance.

He hears El yelling, sounding frantic and scared, begging someone to stop.

He turns his head and sees the woman, Nora, stumbling away from  _ him _ . She's shaking like she's ready to fall apart, and the screaming in his head is kinda fading out like a faulty speaker.

He struggles to push the kids off of him, watching her unsteady legs almost buckle underneath her on every step.

He's made it up to his knees right as the  _ actual _ sound of her screaming cuts off, leaving an ominous ringing silence in its wake.

She collapses a few steps in front of them but he manages to snag an arm around her waist, instinctively pulling her back towards him as she falls.

He cries out in pain when her body hits his injuries and they both fall backwards. The kids catch them again and he hears himself breathing like he's run a marathon, his entire body shaking in pain.

He glances down and sees her bloody, pale and trembling. She looks like death warmed over, but fuck…

He doesn't know  _ what _ she did, but he knows he has her to thank for  _ him _ being gone.

He feels Max press her hands to him again and looks over to see her looking shaken, glancing between him and Nora and the other two.

He sees El's arm from the corner of his eyes, feels it brush over his shoulders as she fists the sleeve of Nora's shirt in her hand, her knuckles going white with how tight she's holding.

He seems to remember her saying the woman was her sister.

He's pulled from his hazy thoughts by the ground shaking, making him seriously wonder if the ground was about to collapse under them.

And then  _ he _ starts  _ screeching _ .

An agonized sound as he thrashes and jerks and seems to almost… collapse in on himself, falling to the floor with a finality he has a hard time believing.

He watches him nervously as Max wraps one of her arms around him and Nora. Her and El keeping a death grip on them, like they honestly think they'd try and get up.

He'd probably be in less pain if he pushed her off of him, but he's honestly not sure he can even move anymore.

He hears Max and the other kid (what was the name? Mike?) talking quickly but he can't focus on the words. He's fading real fast now.

El moves and curls around him and Nora, one of her arms still wrapped tight around her shoulders and carefully sliding the other under his own, letting her forehead rest against his. She's breathing harshly and he can feel tears on his skin, but he selfishly and desperately takes as much comfort from the gesture as he can.

He hears the kids talking (to him he thinks), but he can't really process it. Just staring glassy-eyed up through El's hair at the shattered glass ceiling.

He drifts in and out, hearing loud voices and the kids talking to someone, and then Nora is being lifted off of him.

He reflexively tries to grab her, his instincts still in overdrive, but El pulls his hands away.

"It's okay, Billy. Safe now," she whispers, holding his hand and gently brushing his hair back again, trying to calm his suddenly racing heart. "More help is here."

She lets go of him as people lift him up, laying him on a gurney. He panics as he loses touch with the kids, his throat tight with fear.

But then El and Max are at his sides and gripping his hands.

"It's okay Billy, we're right here," Max says. "We're going outside so they can clear out the mall. They're gonna take care of you. You're gonna be fine, okay?"

He squeezes her hand and lets himself be wheeled away.

"Billy," El calls his attention, he turns his head a little in her direction. "Gonna go with Nora, but Max is here. Don't be afraid. Safe now."

She tries to smile reassuringly, but she looks suddenly very young and fragile. Her eyes keep darting around, nervously watching the people around them.

She doesn't trust them.

The realization makes his skin itch.

He tries to nod, glancing to his other side to make sure Max is still there.

They're by an ambulance and someone is cleaning the blood off Max's cheek, but her hand is still clutching his.

He sees El and Mike hand in hand as they go look for her sister.

There are doctors hovering around him, cutting his shirt off and pressing at his wounds. He grits his teeth against the pain, looking over to Max when they make her step back.

He's struggling to keep his eyes open again, his entire body feeling like lead.

He's fucking exhausted.

He’ll just rest his eyes for a second, just a minute while he savors the blissful  _ quiet _ in his head.

And then he’s out.

**Author's Note:**

> I hope you enjoyed! Please feel free to leave a comment, I always reply and they make my week! ^^  
> You can find me on tumblr at [ElvhenWitch](http://www.elvhenwitch.tumblr.com) ♥ and twitter at [Elfbich](https://twitter.com/elfbich)


End file.
